Of course, actresses that have talent get rewarded for it. In addition to making good money appearing in movies or television shows, they earn Academy Award nominations along with peer and critical respect. What might be more impressive is if those actresses maintain their allure as they age. With that idea in mind, we are profiling 40 Sexiest Actresses Over the age of 40. The only requirement to be eligible is that you’ve passed your fortieth birthday. Note that we’re trying to profile real actresses, and not models or singers who acted once or twice. Most of these ladies are actresses first and foremost, or at least transitioned over to acting full time. And oh yeah, did I mention that they were sexy? So with apologies to screen icons such as Catherine Deneuve and Sofia Loren, here are our Top 40:

40. Heather Locklear, 47

Maybe Locklear deserves to be higher on this list. She certainly epitomizes sexiness for an older woman. I can’t pinpoint an exact reason why she’s this far down, but it’s possible that this terrible mugshot is clouding my judgment. I don’t know. At the very least she deserves a spot on this list, so she can kick us off as a consolation prize. In her career, Locklear had a highly successful long-term collaboration with Aaron Spelling. Spelling cast her in the role of Sammy Jo Dean in Dynasty, in the cop show T.J. Hooker with William Shatner, and as the scheming vixen Amanda Woodward on Melrose Place among other roles. That’s where she made her name. In non-Spelling related work, Locklear was immediately cast on Spin City after Melrose ended.

39. Téa Leoni, 42

Her first name, pronounced “Tay-uh”, means goddess in Italian, and her sensationally long legs and sexy midriff help prove it. Leoni did a fair bit of athletic modeling before she hit it big as an actress, where her biggest successes are in Bad Boys, Deep Impact, Jurassic Park III, Spanglish with Adam Sandler, and The Family Man alongside Nicolas Cage. She also landed the lead role on the short-lived television sitcom The Naked Truth. Married to David Duchovny, in late August Duchovny checked himself into rehab for a sex addiction. This would be followed up with a statement that Duchovny and Leoni had separated. I can see the problem, I’d be okay being a sex addict with Ms. Leoni. She’s an enabler.

38. Patricia Arquette, 40

From the Arquette acting family, her siblings include actors Rosanna and David. Patricia got her start in Pretty Smart, and gained attention for her starring role in A Nightmare on Elm Street 3: Dream Warriors. Her career took off after starring in the Quentin Tarantino penned True Romance (where she tasted like a peach) and she went on to star in such films as Ed Wood, Lost Highway, Stigmata, and Martin Scorsese’s Bringing Out The Dead. Combining natural seductiveness with innocent charm, Arquette has broad appeal and can currently be seen in the NBC drama Medium, for which she won an Emmy Award in 2005.

37. Courtney Cox, 44

Speaking of Arquettes (Cox is married to David Arquette), Cox first came to prominence in the Bruce Springsteen music video “Dancing in the Dark”. She followed that up with several film and TV parts, for example 80s television fans may recognize her as the girlfriend of Alex P. Keaton on Family Ties. Right before being cast in her most famous role as Monica Geller in Friends, she appeared with Jim Carrey in the film Ace Ventura: Pet Detective. She’s sexy because of her spunkiness and dark good looks, and did you see her in The Longest Yard? During her time on Friends, Cox most notably appeared in the highly successful and high-profile Scream trilogy as the determined and driven reporter Gale Weathers.

35. Kelly Hu, 40

The Hawaiian with sizzling good looks and a brown belt in karate started her career in Japan and Italy, but made her acting debut with a guest starring role as Mike Seaver’s Hawaiian love interest on the sitcom Growing Pains. She would later win the title of Miss Hawaii USA, becoming the first former Miss Teen USA to win a Miss USA state title. She ended up finishing fourth in the Miss USA pageant. Besides a series of TV roles, Hu garnered attention for her roles in the The Scorpion King and X2: X-Men United. She also does voice work and was recently seen on the short lived comedy In Case of Emergency. Hu combines her exotic good looks with athleticism to win your eye, she even ran a marathon less than two years ago.

34. Michelle Pfeiffer, 50

Maybe not at her peak looks-wise, but Pfeiffer has managed to age gracefully over the years and is now Hollywood royalty. She rose to stardom for her role as the cocaine-addicted trophy wife Elvira Hancock in Scarface, a commercial hit with a subsequent large cult following. Not just a pretty face, Pfeiffer has also accumulated three Academy Award nominations. She became a cinema icon, however, with her portrayal of Catwoman/Selina Kyle in Tim Burton’s Batman Returns. Recently she took a few years off, but returned to the screen with villainous roles in two major summer blockbusters, as Velma von Tussle in the film adaptation of the Broadway musical Hairspray, and as ancient witch Lamia in fantasy adventure Stardust. Even if you think Pfeiffer is slipping, check out those last two movies to see that she still brings it.

33. Lucy Lawless, 40

Maybe it’s just the memory of her in that leather barbarian Xena outfit, or maybe because she has a cult following in the lesbian community, but Lawless deserves a spot on this list. She made her mark playing the villainous warrior Xena on a episode of Hercules. Because she had previously appeared on the show as a different character, producers dyed her naturally ash blonde hair to black. The character was so popular that a spin-off series was created for her. On September 4, 1995, Xena: Warrior Princess was born and Lawless became an international celebrity. In true Janet Jackson fashion, Lawless even accidentally exposed a breast as she concluded a performance of the US national anthem in 1997. Lawless can currently be seen in her recurring role on the television series Battlestar Galactica.

32. Kristin Davis, 43

The true sex appeal behind Sex and the City, Davis made her breakthrough with the role of Brooke Armstrong Campbell on Melrose Place. Shortly thereafter, Davis was cast as Charlotte York in Sex and the City, a role she played from 1998-2004 and reprised for the recent movie adaptation. Her films include The Adventures of Sharkboy and Lavagirl in 3-D and the Walt Disney film The Shaggy Dog. Davis can blend the rare qualities of looking innocent and cute, while wrapping it all up in a smoking body. I mean really, which of the Sex and the City co-stars would you take over her?

31. Jennifer Tilly, 50

Not known for her acting skills, Tilly was nominated for an Academy Award for Best Supporting Actress for her role as a hopelessly bad actress in Woody Allen’s Bullets Over Broadway. Of course, she is better known by men for her role in Bound, which revolves around a lesbian relationship her character has with Gina Gershon. That movie will get the juices flowing. In addition to acting, Tilly has provided voice-over work for the Child’s Play series of movies, Family Guy, and the occasional animated movie such as Monsters, Inc. It’s amazing to think she’s hit fifty, she certainly doesn’t look it. Tilly’s also an accomplished poker player, winning close to half a million dollars. Competing against her in poker isn’t really fair though, as Tilly already starts every hand with a nice pair

30. Sela Ward, 52

The benchmark for sexy older women of television, Ward combines a seductive appeal with maturity. She got her start in commercials and their success prompted a move to California to pursue acting. She landed her first film role in the Burt Reynolds vehicle, The Man Who Loved Women. A number of TV appearances followed, but Ward made her mark as the alcoholic Teddy Reed on Sisters, for which she received her first Emmy award. Her second Emmy came for the role of Lily Brooks Manning on the series Once and Again. Lately she had a recurring role in the Fox dramatic series House as Stacy Warner. Somewhat appropriate for this list, she developed and produced a documentary, The Changing Face of Beauty, about American obsession with youth and its effect on women. The documentary was reportedly developed after Ward was passed over for a Bond girl role.

29. Marcia Cross, 46

The best looking Desperate Housewife, at least of the ones who qualify for this list (and no Teri Hatcher is not sexier). She original gained fame for her role as Dr. Kimberly Shaw on the prime-time soap opera Melrose Place. Of course, she’s mainly recognized now for starring as Bree Van De Kamp Hodge on the hit TV show Desperate Housewives. In between, Cross made guest appearances on a number of series, you might remember her as Pimple Popper M.D. on Seinfeld. Plus, she’s a redhead, so she gets bonus points for that. And she somehow gave birth to twins just shy of age 45. That just mystifies me, but in a good way.

28. Sophie Marceau, 42

The French actress debuted at age 14 in her native land and became an instant success. It led not only to further films roles, but also a singing career. After success in France, Marceau made waves in America as Princess Isabelle in Mel Gibson’s Braveheart. She again appeared in a major U.S. film when she played the Bond girl Elektra King in The World Is Not Enough. Although she mainly works overseas, Marceau’s beauty can’t be ignored on this list. And you can probably have a few naughty French maid fantasies about her to tide you over between American films.

27. Vanessa Williams, 45

Miss America 1984, she initially was caught up in controversy when news leaked that she posed for nude photographs that depicted mild overtones of simulated lesbian sex. After a period out of the spotlight, Williams started a successful music career which opened up a number of movie and television roles. Those roles have culminated with Williams playing former magazine creative director turned editor-in-chief Wilhelmina Slater in Ugly Betty. Her performance in that role has garnered critical acclaim and and an Emmy nomination. And her piercing blue eyes and curves garner her critical acclaim on this list.

26. Jeri Ryan, 40

Ryan ping-ponged between TV shows until she was cast to play Seven of Nine, a Borg drone freed from the collective on the science fiction series Star Trek: Voyager. After Voyager ended, she joined the cast of Boston Public, then The O.C., and most recently the legal drama Shark until its cancellation. Ryan’s other brush with fame came when her ex-husband, Jack Ryan, ran for the U.S. Senate against a young unknown named Barack Obama. The press dug up divorce records which stated that Ryan had accused her husband of asking her to perform sexual acts with him in public, and in sex clubs in New York, New Orleans, and Paris. The disclosures ultimately led to Jack Ryan withdrawing from the race. No matter, those accusations combined with an exquisite smile and seemingly naughty attitude make her perfect for this list.

25. Nicole Kidman, 41

Born in the United States, but raised in Australia, the Aussie became a household name by marrying Tom Cruise, whom she met on the set of Days of Thunder. Soon Kidman started to make a name on her own with critically acclaimed performances such as in To Die For. She was also appearing in mainstream fare like Batman Forever. Her career went to another level upon her separation from Cruise with the twin successes of Moulin Rouge! and The Others. The former earned her an Oscar nomination. She would go on to win the statue a year later for her work in The Hours. Maybe it was escaping Tom Cruise or maybe it was fate, but Kidman’s achieved that sexy Hollywood icon status.

24. Gina Gershon, 46

Gershon is regarded as something of a gay icon due in part to her roles in movies such as Bound (with #31 Jennifer Tilly), where she plays a lesbian, and Showgirls, a true camp classic. It also doesn’t hurt that she has sultry good looks and has made frequent nude appearances. Her biggest commercial success was the John Woo action flick Face/Off. This year Gershon gained notoriety for appearing in a pair of videos parodying Republican Vice Presidential nominee Sarah Palin, titled “Gina Gershon Strips Down Sarah Palin” and “Gina Gershon Does Sarah Palin 2“. And no matter what, she’s always have those great lips.

23. Maria Bello, 41

Bello initially intended to become a lawyer, but took acting class during her senior year and was soon cast in small off-Broadway plays. The plays led to a few guest roles on TV, and the guest roles led to movies, including Payback and Coyote Ugly. She would later be twice nominated for a Golden Globe: in 2003 for Best Supporting Actress in The Cooler and in 2005 for Best Actress in A History of Violence. In 2008 Bello starred in The Mummy: Tomb of the Dragon Emperor as Eve O’Connell. Recently Bello took up surfing, which helps her maintain her nice body and her lusty soccer mom image.

22. Kate Walsh, 41

Walsh began as a model in Japan during the 1980s, and moved over to television upon her return to the United States. She appeared in a number of short-lived shows with the occasional guest spot on a more successful series. That all changed when she was cast as Dr. Addison Montgomery in Grey’s Anatomy. Her character was spun-off into a new series titled Private Practice. Lately she’s appeared in a few motion pictures such as the family comedy Kicking & Screaming and as a lesbian in Under the Tuscan Sun. There’s pretty much nothing that she doesn’t look sexy in.

21. Elizabeth Shue, 45

A Harvard graduate, Shue got her start by acting in television commercials. You may remember her from ads for Burger King, DeBeers Diamonds, or Hellman’s Mayonnaise. She co-starred in The Karate Kid and later appeared in Cocktail as the love interest of Tom Cruise. Her most mainstream appearances, however, were in Back to the Future Part II and Back to the Future Part III playing Jennifer Parker. Although often recognized for her girl next door image, Shue earned an Academy Award nomination for Best Actress by portraying a prostitute in Leaving Las Vegas. She’s smart and sexy, and unbelievable to think she’s already forty-five.

20. Famke Janssen, 43

Born in the Netherlands, the multi-talented Janssen can speak Dutch, English, German, and French. She started as a model, but like many models tried to transition into acting. As an exception to the rule, she succeeded. Her breakout came when she appeared in the first Pierce Brosnan James Bond film, GoldenEye, as femme fatale Xenia Onatopp, a villainess who reaches orgasm while killing people. She is also noted for her role on FX’s Nip/Tuck and as Dr. Jean Grey/Phoenix in the X-Men trilogy, showing she’s great at playing beautiful but vicious characters. Fun fact, Janssen provides the Dutch-language narration for the Studio Tram Tour at all Disney parks.

19. Stacey Dash, 42

Dash started her career as a child actress on Sesame Street and appeared in a number of guest spots on television. Her big break came in 1995 in the form of the film Clueless, which also starred Alicia Silverstone and Brittany Murphy. The film spawned a television spinoff, for which Dash reprised her role for several seasons. Dash is also noted for posing nude in Playboy at the age of 40. Even though she played a high schooler a little more than a decade ago, Dash doesn’t seem like she’s aged at all.

18. Jane Seymour, 57

Another Bond girl, Seymour rose to Fame as Solitaire in Roger Moore’s Live and Let Die. A number of TV roles followed, including appearing in the original Battlestar Galactica. During the 1980s and 1990s, Seymour continued to take numerous roles in TV movies and series, most notably as Dr. Michaela “Mike” Quinn in Dr. Quinn, Medicine Woman. One of her more noted roles of late was her appearance in in the comedy Wedding Crashers as the seductive Kathleen Cleary. A classic beauty, Seymour has sexiness that endures.

17. Gong Li, 42

The Chinese-born actress hit the international spotlight by appearing in the Oscar-nominated Raise the Red Lantern, and was later named Best Actress at the 1992 Venice Film Festival for the The Story of Qiu Ju. An international star for years, Li put off working on Hollywood films due to both her lack of confidence in speaking English and her discontent with the types of roles offered. Her first major English-language role came in 2005 when she starred as the beautiful but vindictive Hatsumomo in Memoirs of a Geisha. Recently she played Golden Phoenix in Curse of the Golden Flower, as well as appearing in Miami Vice and Hannibal Rising. I may be repeating myself, but its amazing to think this woman is over forty.

16. Brooke Shields, 43

The American actress and supermodel began modeling when she was an infant. By age 16, Shields had become one of the most recognizable faces in the world because of her dual career as a provocative fashion model and controversial child actress. After two decades of movies, her best-known films are still arguably The Blue Lagoon, which included a number of nude scenes, and Endless Love. In more recent years she is known for her TV show roles, such as in Suddenly Susan and Lipstick Jungle. And at a six feet tall, she’s got a great body with nice long legs.

15. Lori Loughlin, 44

Most recognized for her role as as Rebecca Donaldson-Katsopolis on Full House, she’s currently in the CW’s new version of Beverly Hills 90210. She began her career at age 12 as a print model, and during her early teen years she appeared in television commercials. Her work in acting has mostly been confined to television, with a few guest spots and failed series sprinkled in. For example, she starred with Kelly Hu on the ABC show In Case of Emergency. A show with Hu and Loughlin? How did that get cancelled? She’s always maintained a good girl image, but it only adds to her appeal.

14. Mariska Hargitay, 44

Hargitay is best known for her Emmy Award winning portrayal of Detective Olivia Benson on Law & Order: Special Victims Unit, a role she landed in 1999. Her prior work saw an assortment of TV and movie roles before her big break. Fun fact, she was once crowned Miss Beverly Hills USA. It is reported that Hargitay is the highest paid TV actress working today, not a bad title to hold. Her appeal comes from her looks combined with her confident and assertive character. There’s something to be said about a woman in control. As the Guru Pitka would say, “Mariska Hargitay” to you.

13. Helen Mirren, 63

Although English born, Mirren’s family is Russian, as her grandparents got stranded in Britain during the Russian Revolution. This is further evidenced by her birth name, Ilyena Vasilievna Mironov. She made a name for herself on stage, but has transitioned gradually over to film. Mirren has frequently appeared nude in movies as far back as her first film Age of Consent, and was over 50 when she appeared nude in the film Calendar Girls. She also starred in the erotic bomb, Caligula. Despite it all, she’s had a very successful career: winning an Academy Award for her portrayal of Elizabeth II in the The Queen, and taking home four SAG Awards, four BAFTAs, three Golden Globes, and four Emmy Awards during her career. Sexy and talented, Mirren’s a dangerous combo.

12. Naomi Watts, 40

Born in England, Watts’ family moved to Australian in her teens. Her career began in Australian television, and she even landed a supporting role in the cult 1995 film Tank Girl. It wasn’t until 2001, however, that she began to get recognized. Watts starred in David Lynch’s highly acclaimed Mulholland Drive, earning critical acclaim and also performing a nice lesbian scene. She followed up her success by starring in the remake of the Japanese horror film The Ring, a box office hit. A slew of offers came in and she’s appeared in a number of films ever since, including King Kong, I ♥ Huckabees, and her Academy Award-nominated role in the 21 Grams. Her immaculate good looks combined with her willingness to take on risqué roles makes her a perfect fit for this list.

11. Lauren Graham, 41

Graham is best known for her starring role as Lorelai Gilmore on the long-running WB Network dramedy Gilmore Girls. Graham didn’t start at the top, however, as she got her first paid work doing publicity appearances wearing the costume of Striker, the dog mascot of the 1994 FIFA World Cup held in the United States. How about a sexiest mascot list? She also had several failed sitcoms before hitting success with the Gilmore Girls, but once she became recognized, motion picture roles began to come in. Notable appearances include Bad Santa, where she looks particularly nice yet naughty, and Evan Almighty. While playing Lorelai Gilmore she must have earned the honorary MILF award from Internet geeks worldwide.

10. Mary-Louise Parker, 44

Right now Parker has the lead role in the Showtime comedy-drama Weeds, for which she has won a Golden Globe. Weeds is about a suburban mother who, following the death of her husband, decides to sell marijuana to make money while also attempting to maintain her community reputation. She has appeared on screen naked several times during the show’s run. Parker is also well know for her role on the NBC drama, The West Wing, as women’s rights activist Amelia “Amy” Gardner. Among feature films she has appeared in such movies as Red Dragon and Saved!. Parker also won an Emmy and a Golden Globe for her role in HBO’s Angels in America miniseries. She’s intelligent, yet adventurous, and maybe the hottest mom on TV right now. That’s an easier title to get now that Lauren Graham has moved on to movies.

9. Elizabeth Hurley, 43

Hurley is an is an English model and actress who became best known as the former girlfriend of Hugh Grant. She made her first film appearance in the film Aria, but is most recognized for her performance in the spy spoof Austin Powers: International Man of Mystery. Although generally knocked for her acting skills, she’s appeared in a series of major Hollywood movies, ranging from Bedazzled to EdTV. Acting talent or no, Hurley oozes sex in whatever she does with her curvaceous body and sultry glances.

8. Julianne Moore, 47

The fiery redhead has won an Emmy (Daytime) and a Golden Globe in addition to being a four time Academy Award-nominee. She got her start on the soap opera As the World Turns, and began starring in feature films in the early 1990s. Her part in 1993’s Short Cuts, including a half-nude monologue, gained her critical acclaim and recognition, and she was cast in high-profile Hollywood films, such as the summer blockbuster The Lost World: Jurassic Park. During the late 1990s and early 2000s, Moore appeared in a series of films that received Oscar recognition, including Boogie Nights, The End of the Affair, and Far From Heaven. Today she is recognized as one of Hollywood’s best actresses.

6. Marisa Tomei, 43

Tomei had her breakthrough performance in My Cousin Vinny, for which she surprisingly won an Oscar for Best Supporting Actress. Jokes still circulate that Jack Palance read the wrong name that night. However, she proved it was no fluke when she received a second Oscar nomination for In The Bedroom. And to top if off, she may have gotten better looking with age. Recently she appeared in the Sidney Lumet-directed Before the Devil Knows You’re Dead, where she received extra attention because of her nude love scenes and she also appears as a stripper in the upcoming film The Wrestler. Good at playing characters with a little bit of sass to them, Tomei may look her best when she’s being not so nice.

5. Demi Moore, 46

Moore became well-known after a string of 1980s teen-oriented movies, such as St. Elmo’s Fire and About Last Night. As a result, she was often listed as one of the Brat Pack. Moore parlayed that fame into the commercial success of Ghost, and was subsequently given more prominent roles in movies such as in A Few Good Men. She was the first actress to reach the $10 million salary mark and was one of the best known actresses of 1990s Hollywood. She again garnered notoriety for being a founding “celebrity investor” in the Planet Hollywood chain of restaurants. After a break from her acting career, Moore returned to the screen as a former member of Charlie’s Angels gone bad in the 2003 film Charlie’s Angels: Full Throttle. Moore also is a card carrying member of the Cougars after her marriage to Ashton Kutcher.

4. Halle Berry, 42

Named after a department store, Berry’s breakthrough role was in Spike Lee’s Jungle Fever, in which she played a drug addict named Vivian. Her most famous role was when she portrayed the mutant superhero Storm in the comic book adaptation X-Men and its sequels, X2: X-Men United and X-Men: The Last Stand. In 2001, Berry appeared in the film Swordfish, which featured her first on-screen nude scene at the reported cost of $500,000. I say it was money well spent. Later that year she appeared as Leticia Musgrove, the wife of an executed murderer, in the film Monster’s Ball. Her performance earned her an Academy Award nomination and win for Best Actress, becoming the first African-American woman to receive such an award. Berry spent most of her youth in beauty pageants, so you know she brings the sex appeal.

3. Diane Lane, 43

Lane made her feature film debut at thirteen opposite Sir Laurence Olivier in A Little Romance. One of few child actors to make a successful transition into adult roles, Lane made some waves with audiences in the The Outsiders and Rumble Fish. However, she did not hit it big until nearly two decades later. In between, she was nominated for an Emmy for the TV mini-series Lonesome Dove. Her career revival was complete in 2003, when she was nominated for an Oscar in Unfaithful, a drama about a housewife who indulges in an adulterous fling with a mysterious book dealer. Lane combines a perfectly proportioned face with a smoking body and an amazing voice to rank this high.

2. Salma Hayek, 42

Robert Rodriguez gave this Mexican actress her big break, casting her in a starring role opposite Antonio Banderas in the action thriller Desperado. She followed her success with a brief but memorable role as a vampire queen in From Dusk Till Dawn, where she danced provocatively on a table. In 2003, she reprised her role from Desperado by appearing in Once Upon a Time in Mexico, the final film of the Mariachi Trilogy. Frida, co-produced by Hayek, starred her as Frida Kahlo and earned her a Best Actress Academy Award nomination. Still, no matter her on-screen success, Hayek remains more famous for that unbelievable body off-screen.